PETERS, J.
Recovery in restitution "is based upon the principle that one should not be permitted unjustly to enrich himself at the expense of another but should be required to make restitution of or for property received, retained or appropriated.... The question is: Did [the party liable], to the detriment of someone else, obtain something of value to which [he] was not entitled?" (Internal quotation marks omitted.) New Hartford v. Connecticut Resources Recovery Authority, 291 Conn. 433, 452, 970 A.2d 592 (2009); see also 1 Restatement (Third), Restitution and Unjust Enrichment § 1, p. 3 (2011) ("[a] person who is unjustly enriched at the expense of another is subject to liability in restitution"). The dispositive issue in this appeal is whether the trial court properly determined that the plaintiff failed to establish that his employment contract unjustly failed to compensate him for his work in designing and constructing a golf course for the defendant. We affirm the judgment of the trial court.
In the court's February 1, 2011 memorandum of decision, it made extensive findings of fact that the plaintiff does not contest on appeal. The defendant
This informal agreement thereafter was the subject of further extended discussions between the plaintiff, Kip Shepard and John E. D'Amico, an attorney retained by the parties. During these discussions, Kip Shepard indicated clearly that he was no longer willing to burden his family with a large payout to the plaintiff at the end of the leasehold. The plaintiff agreed, but indicated that he wanted, in some other way, to receive the $1.5 million for his work in planning and constructing the golf course. Despite D'Amico's efforts, the parties were unable to agree on the terms of an incentive payment plan or an annuity as an alternative to the $1.5 million payout. Although fully apprised of these various proposals,
On June 11, 1996, in accordance with Kip Shepard's understanding of the parties' agreement, the relationship between the parties was formalized in three documents.
At the closing, the plaintiff indicated that he had not read the documents, but did not request time to do so.
On June 12, 1996, to replace a prior construction mortgage, the parties signed a construction to permanent mortgage note on the golf course property in the amount of $2.4 million, payable to the Savings Bank of Manchester. On July 11, 1997, shortly after the opening of the golf course, the parties increased the amount borrowed to $3 million.
The plaintiff has managed the South Windsor golf course since it opened in June, 1997, and also has acted as general manager of its restaurant. Since the opening, each party has received approximately $100,000 per year in profits from operation of the golf course. Approximately three years after the opening, while negotiating another golf course construction project with the defendant, the plaintiff discovered that there was no provision for a $1.5 million payout in the South Windsor golf course documents. When the plaintiff inquired about the omission, Kip Shepard informed him that it had been taken out.
In its ruling rejecting the plaintiff's claim for reformation, the court held that the plaintiff failed to establish that, due to the parties' mutual mistake, the documents failed to include a provision entitling the plaintiff to payment of $1.5 million upon
The plaintiff's appeal challenges, on three grounds, the validity of the court's decision that he failed to prove a claim of unjust enrichment.
"Unjust enrichment applies wherever justice requires compensation to be given for property or services rendered under a contract, and no remedy is available by an action on the contract.... A right of recovery under the doctrine of unjust enrichment is essentially equitable, its basis being that in a given situation it is contrary to equity and good conscience for one to retain a benefit which has come to him at the expense of another.... With no other test than what, under a given set of circumstances, is just or unjust, equitable or inequitable, conscionable or unconscionable, it becomes necessary in any case where the benefit of the doctrine is claimed, to examine the circumstances and the conduct of the parties and apply this standard.... Plaintiffs seeking recovery for unjust enrichment must prove (1) that the defendants were benefited, (2) that the defendants unjustly did not pay the plaintiffs for the benefits, and (3) that the failure of payment was to the plaintiffs' detriment....
"[T]he determinations of whether a particular failure to pay was unjust and whether the defendant was benefited are essentially factual findings for the trial court that are subject only to a limited scope of review on appeal.... Those findings must stand, therefore, unless they are clearly erroneous or involve an abuse of discretion." (Citations omitted; internal
The plaintiff's first claim is that the court improperly found that the defendant's contribution to the South Windsor golf course was adequate to offset the plaintiff's contributions and improvements to the property. This claim founders for lack of a factual foundation. Facially, the parties' contracts reflect an understanding that the defendant's contribution of its land for the construction and operation of the golf course adequately matched the plaintiff's contribution of his services. To prevail on his claim, the plaintiff had the burden of proving that this perceived equivalence was inaccurate, thereby conferring an unjust benefit on the defendant. Surprisingly, the record contains no evidence, and therefore no finding, either of the market value of the defendant's land or of the market value of the plaintiff's services. In the absence of such evidence, the plaintiff cannot prevail on this claim of error.
The plaintiff's second claim is that the court improperly found that he had agreed to build the golf course for free. The plaintiff maintains that he did not consent to contribute design and construction services without receiving the right to a payout in return. This claim seems to us to be an inaccurate representation of the defendant's characterization of the business relationship between the parties. The defendant never suggested that the plaintiff was not entitled to compensation for his work. Instead, it has maintained that, in light of its contribution of the land, the plaintiff would be adequately compensated for his contribution in planning and constructing the golf course by his fifty-fifty share of the costs and profits of the golf course. Without a finding that this characterization of the parties' contracts was inaccurate, the plaintiff has failed to establish a factual basis for his charge that the defendant unjustly did not pay the plaintiff for his work.
Finally, the plaintiff claims that the court abused its discretion by "withholding relief based on uncertainty about the future value" of the South Windsor golf course. The plaintiff has not pointed to any evidence of record that would demonstrate that the court improperly found that the income to be generated by the golf course at the expiration of the thirty year lease was speculative at best. If there are statistics about the earnings records of aging golf courses, it was the plaintiff's burden to present them. As best we can tell from the evidence recited by the plaintiff, he has failed to make the requisite showing.
In light of the record as a whole, we agree with the defendant that the court properly found that the plaintiff failed to establish that the failure of the defendant to commit itself to making any additional payments to him was "unjust or unfairly benefited the defendant." We are mindful of our Supreme Court's instruction that appellate review of the trial court's conclusion that the defendant was not unjustly enriched "is deferential. The court's determinations of whether a particular failure to pay was unjust and whether the defendant was benefited are essentially factual findings ... that are subject only to a limited scope of review on appeal.... Those findings must stand, therefore, unless they are clearly erroneous or involve
As an alternate ground for affirmance of the judgment of the court, the defendant argues that the plaintiff's claim of restitution is barred by the terms of the parties' management services agreement. Paragraph 2.a of the parties' management services agreement provides that the plaintiff "shall be entitled to no additional compensation under this [a]greement, it being understood and agreed by the parties hereto that this [a]greement is intended to more fully set forth [the plaintiff's] obligations under the [o]perating [a]greement without compensation."
In New Hartford v. Connecticut Resources Recovery Authority, supra, 291 Conn. at 454-55, 970 A.2d 592, our Supreme Court held that a claim for restitution based on an alleged implied in law contract is barred by an express contract that fully addresses the same subject matter. Similarly, 1 Restatement (Third), supra, § 2(2), at p. 15, provides that "[a] valid contract defines the obligations of the parties as to matters within its scope, displacing to that extent any inquiry into unjust enrichment."
The facts of record in this case closely resemble those of Meaney v. Connecticut Hospital Assn., Inc., 250 Conn. 500, 523, 735 A.2d 813 (1999), in which our Supreme Court held that an employee could not recover in unjust enrichment against his employer for its failure to pay him incentive compensation when his express employment contract, in comprehensive fashion, specified the terms of the employee's salary without providing for such compensation. Pursuant to Meaney, without a finding by the court that the plaintiff in this case performed services not contemplated by his contracts with the defendant, we agree with the defendant that the plaintiff cannot prevail on his claim of unjust enrichment.
In sum, we conclude that the record as a whole convincingly demonstrates that the trial court properly determined that the plaintiff failed to establish the requisite factual underpinning for his claim that the defendant was unjustly enriched by the plaintiff's design and construction of a golf course. Accordingly, the court did not abuse its discretion in rendering judgment in favor of the defendant.
The judgment is affirmed.
In this opinion the other judges concurred.